**EXHIBIT
      3.5**




**AMENDED
      AND RESTATED BY-LAWS** *




**OF**




**EVCI
      CAREER COLLEGES HOLDING CORP.**




*ARTICLE
      I*


*Stockholders*




Section
      1.1. *Annual
      Meetings.* An
      annual meeting of stockholders shall be held for the election of directors
      on
      such date and at such place as shall be fixed from time to time by the Board
      of
      Directors pursuant to a resolution approved by a majority of the entire board
      of
      directors. Any other proper business may be transacted at the annual
      meeting.




Section
      1.2. *Special
      Meetings.* Special
      meetings of stockholders for any purpose or purposes may be called at any time
      solely by the Board of Directors pursuant to a resolution approved by a majority
      of the entire Board of Directors. Special meetings of stockholders shall be
      held
      solely for the purpose or purposes specified in such resolution of the Board
      of
      Directors.




Section
      1.3. *Notice
      of Meetings.* Whenever
      stockholders are required or permitted to take any action at a meeting, a
      written notice of the meeting shall be given that shall state the place, date
      and hour of the meeting and, in the case of a special meeting, the purpose
      or
      purposes for which the meeting is called. Unless otherwise provided by law,
      the
      certificate of incorporation or these by-laws, the written notice of any meeting
      shall be given not less than ten nor more than sixty days before the date of
      the
      meeting to each stockholder entitled to vote at such meeting. If mailed, such
      notice shall be deemed to be given when deposited in the United States mail,
      postage prepaid, directed to the stockholder at his address as it appears on
      the
      records of the corporation. If any notice addressed to a stockholder at the
      address of that stockholder appearing on the records of the corporation is
      returned to the corporation by the United States Postal Service marked to
      indicate that the United States Postal Service is unable to deliver the notice
      to the stockholder at that address, then all future notices or reports shall
      be
      deemed to have been duly given without further mailing if the same shall be
      available to the stockholder on written demand of the stockholder at the
      principal executive office of the corporation for a period of one year from
      the
      date of the giving of the notice.




An
      affidavit of the mailing or other means of giving any notice of any
      stockholders’ meeting, executed by the secretary, assistant secretary or any
      transfer agent of the corporation giving the notice, shall be prima facie
      evidence of the giving of such notice.







*As
      of
      November 15, 2007.







Section
      1.4. *Adjournments.* Any
      meeting of stockholders, annual or special, may adjourn from time to time to
      reconvene at the same or some other place, and notice need not be given of
      any
      such adjourned meeting if the time and place thereof are announced at the
      meeting at which the adjournment is taken. At the adjourned meeting the
      corporation may transact any business which might have been transacted at the
      original meeting. If the adjournment is for more than thirty days or, if after
      the adjournment a new record date is fixed for the adjourned meeting, notice
      of
      the adjourned meeting shall be given to each stockholder of record entitled
      to
      vote at the meeting.




Section
      1.5. *Quorum.* Except
      as
      otherwise provided by law, the certificate of incorporation or these by-laws,
      at
      each meeting of stockholders the presence in person or by proxy of the holders
      of shares of stock having a majority of the votes which could be cast by the
      holders of all outstanding shares of stock entitled to vote at the meeting
      shall
      be necessary and sufficient to constitute a quorum. In the absence of a quorum,
      the stockholders so present may, by majority vote, adjourn the meeting from
      time
      to time in the manner provided in Section 1.4 of these by-laws until a quorum
      shall attend. Shares of its own stock belonging to the corporation or to another
      corporation, if a majority of the shares entitled to vote in the election of
      directors of such other corporation is held, directly or indirectly, by the
      corporation, shall neither be entitled to vote nor be counted for quorum
      purposes; provided, however, that the foregoing shall not limit the right of
      the
      corporation to vote stock, including but not limited to its own stock, held
      by
      it in a fiduciary capacity.




Section
      1.6. *Organization.* Meetings
      of stockholders shall be presided over by the Chairman of the Board, or, in
      his
      or her absence, by the Vice Chairman of the Board, if any, or in his or her
      absence by the President, or in his or her absence by a Vice President, or
      in
      the absence of the foregoing persons by a chairman designated by the Board
      of
      Directors, or in the absence of such designation by a chairman chosen at the
      meeting. The Secretary shall act as secretary of the meeting, but in his or
      her
      absence the chairman of the meeting may appoint any person to act as secretary
      of the meeting.




Section
      1.7. *Voting;
      Proxies.* Except
      as
      otherwise provided by the certificate of incorporation, each stockholder
      entitled to vote at any meeting of stockholders shall be entitled to one vote
      for each share of stock held by such stockholder which has voting power upon
      the
      matter in question.




Each
      stockholder entitled to vote at a meeting of stockholders or to express consent
      or dissent to corporate action in writing without a meeting may authorize
      another person or persons to act for such stockholder by proxy, but no such
      proxy shall be voted or acted upon after three years from its date, unless
      the
      proxy provides for a longer period. A proxy shall be irrevocable if it states
      that it is irrevocable and if, and only as long as, it is coupled with an
      interest sufficient in law to support an irrevocable power. A stockholder may
      revoke any proxy which is not irrevocable by attending the meeting and voting
      in
      person or by filing an instrument in writing revoking the proxy or by delivering
      a proxy in accordance with applicable law bearing a later date to the Secretary
      of the corporation.




Voting
      at
      meetings of stockholders need not be by written ballot and, unless otherwise
      required by law, need not be conducted by inspectors of election unless so
      determined by the holders of shares of stock having a majority of the votes
      which could be cast by the holders of all outstanding shares of stock entitled
      to vote thereon which are present in person or by proxy at such
      meeting.





At
      all
      meetings of stockholders for the election of directors a plurality of the votes
      cast shall be sufficient to elect directors. All other elections and questions
      shall, unless otherwise provided by law, the certificate of incorporation or
      these by-laws, be decided by the vote of the holders of shares of stock having
      a
      majority of the votes cast.




Section
      1.8. *Fixing
      Date for Determination of Stockholders of Record.* In order
      that the corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting of stockholders or any adjournment thereof, or to express
      consent to corporate action in writing without a meeting, or entitled to receive
      payment of any dividend or other distribution or allotment of any rights, or
      entitled to exercise any fights in respect of any change, conversion or exchange
      of stock or for the purpose of any other lawful action, the Board of Directors
      may fix a record date, which record date shall not precede the date upon which
      the resolution fixing the record date is adopted by the Board of Directors
      and
      which record date: (1) in the case of determination of stockholders entitled
      to
      vote at any meeting of stockholders or adjournment thereof, shall, unless
      otherwise required by law, not be more than sixty nor less than ten days before
      the date of such meeting; (2) in the case of determination of stockholders
      entitled to express consent to corporate action in writing without a meeting,
      shall not be more than ten days from the date upon which the resolution fixing
      the record date is adopted by the Board of Directors; and (3) in the case of
      any
      other action, shall not be more than sixty days prior to such other
      action.




If
      no
      record date is fixed: (1) the record date for determining stockholders entitled
      to notice of or to vote at a meeting of stockholders shall be at the close
      of
      business on the day next preceding the day on which notice is given, or, if
      notice is waived, at the close of business on the day next preceding the day
      on
      which the meeting is held; (2) the record date for determining stockholders
      entitled to express consent to corporate action in writing without a meeting,
      when no prior action of the Board of Directors is required by law, shall be
      the
      first date on which a signed written consent setting forth the action taken
      or
      proposed to be taken is delivered to the corporation in accordance with
      applicable law, or, if prior action by the Board of Directors is required by
      law, shall be at the close of business on the day on which the Board of
      Directors adopts the resolution taking such prior action; and (3) the record
      date for determining stockholders for any other purpose shall be at the close
      of
      business on the day on which the Board of Directors adopts the resolution
      relating thereto.




A
      determination of stockholders of record entitled to notice of or to vote at
      a
      meeting of stockholders shall apply to any adjournment of the meeting; provided,
      however, that the Board of Directors may fix a new record date for the adjourned
      meeting.




Section
      1.9. *List
      of Stockholders Entitled to Vote.* The
      Secretary shall prepare and make, at least ten days before every meeting of
      stockholders, a complete list of the stockholders entitled to vote at the
      meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of each stockholder.
      Such list shall be open to the examination of any stockholder, for any purpose
      germane to the meeting, during ordinary business hours, for a period of at
      least
      ten days prior to the meeting, either at a place within the city where the
      meeting is to be held, which place shall be specified in the notice of the
      meeting, or if not so specified, at the place where the meeting is to be held.
      The list shall also be produced and kept at the time and place of the meeting
      during the whole time thereof and may be inspected by any stockholder who is
      present.





Upon
      the
      willful neglect or refusal of the directors to produce such a list at any
      meeting for the election of directors, they shall be ineligible for election
      to
      any office at such meeting.




The
      stock
      ledger shall be the only evidence as to who are the stockholders entitled to
      examine the stock ledger, the list of stockholders or the books of the
      corporation, or to vote in person or by proxy at any meeting of
      stockholders.




Section
      1.10. *Advance
      Notice Provisions for Business to be Transacted at an Annual Stockholders’
Meeting.* No
      business may be transacted at an annual meeting of stockholders, other than
      business that is either (a) specified in the notice of meeting (or any
      supplement thereto) given by or at the direction of the Board of Directors
      (or
      any duly authorized committee thereof), (b) otherwise properly brought before
      the meeting by or at the direction of the Board of Directors (or any duly
      authorized committee thereof), or (c) otherwise properly brought before the
      meeting by any stockholder of the corporation (i) who is a stockholder of record
      on the date of the giving of the notice provided for in this Section 1.10 and
      on
      the record date for the determination of stockholders entitled to vote at such
      meeting and (ii) who complies with the notice procedures set forth in this
      Section 1.10.




In
      addition to any other applicable requirements, for business to be properly
      brought before an annual meeting by a stockholder, such stockholder must have
      given timely notice thereof in proper written form to the Secretary of the
      corporation.




To
      be
      timely, a stockholder’s notice to the Secretary must be delivered to or mailed
      and received at the principal executive offices of the corporation (a) not
      less
      than 90 days nor more than 120 days in advance of a day corresponding to the
      date of mailing the corporation’s proxy statement in connection with the
      previous year’s annual meeting, or (b) if no annual meeting was held in the
      previous year or the date
      of
      the applicable annual meeting has been changed by more than 30 days from the
      date contemplated at the time of the previous year’s proxy statement, not later
      than the close of business on the 15 th day
      following the day on which notice of the date of the annual meeting was mailed
      or publicly disclosed, whichever occurs first.





To
      be in
      proper written form, a stockholder’s notice to the Secretary must set forth as
      to each matter such stockholder proposes to bring before the meeting (i) a
      brief
      description of the business desired to be brought before the meeting and the
      reasons for conducting such business at the meeting, (ii) the name and record
      address of such stockholder, (iii) the class or series and number of shares
      of
      capital stock of the corporation which are owned beneficially or of record
      by
      such stockholder, (iv) a description of all arrangements or understandings
      between such stockholder and any other person or persons (including their names)
      in connection with the proposal of such business by such stockholder and any
      material interest of such stockholder in such business and (v) a representation
      that such stockholder intends to appear in person or by proxy at the meeting
      to
      bring such business before the meeting.





No
      business shall be conducted at an annual meeting of stockholders except business
      brought before the meeting in accordance with the procedures set forth in this
      Section 1.10. If the Chairman of an annual meeting determines that business
      was
      not properly brought before the meeting in accordance with the foregoing
      procedures, the Chairman shall declare to the meeting that the business was
      not
      properly brought before the meeting and such business shall not be
      transacted.




To
      the
      extent any of the provisions of this Section 1.10 are inconsistent with, and
      violate, the provisions of rules promulgated by the Securities and Exchange
      Commission regarding stockholder proposals, such rules shall be
      controlling.




Section
      1.11. *Conduct
      of Meetings.* The
      Board
      of Directors of the corporation may adopt by resolution such rules and
      regulations for the conduct of the meeting of stockholders as it shall deem
      appropriate. Except to the extent inconsistent with such rules and regulations
      as adopted by the Board of Directors, the chairman of any meeting of
      stockholders shall have the right and authority to prescribe such rules,
      regulations and procedures and to do all such acts as, in the judgment of such
      chairman, are appropriate for the proper conduct of the meeting. Such rules,
      regulations or procedures, whether adopted by the Board of Directors or
      prescribed by the chairman of the meeting, may include, without limitation,
      the
      following: (1) the establishment of an agenda or order of business for the
      meeting; (2) rules and procedures for maintaining order at the meeting and
      the
      safety of those present; (3) limitations on attendance at or participation
      in
      the meeting to stockholders of record of the corporation, their duly authorized
      and constituted proxies or such other persons as the chairman of the meeting
      shall determine; (4) restrictions on entry to the meeting after the time fixed
      for the commencement thereof; and (5) limitations on the time allotted to
      questions or comments by participants. Unless and to the extent determined
      by
      the Board of Directors or the chairman of the meeting, meetings of stockholders
      shall not be required to be held in accordance with the rules of parliamentary
      procedure.




*ARTICLE
      II*




*Board
      of Directors*




Section
      2.1. *Number;
      Qualifications.* The
      Board
      of Directors shall consist of one or more members, the number thereof to be
      determined by the Board of Directors, from time to time, by resolution of the
      Board of Directors.




Section
      2.2. *Nomination;
      Election; Resignation; Vacancies.* Only
      persons who are nominated in accordance with the procedures set forth in this
      Section 2.2 shall be eligible for election as directors. Nominations of persons
      for election to the Board of Directors may be made at a meeting of stockholders
      by or at the direction of the Board of Directors or by any stockholder of the
      corporation entitled to vote for the election of directors at the meeting who
      complies with the notice procedures set forth in the next paragraph of this
      Section 2.2.





Nominations,
      other than those made by or at the direction of the Board, shall be made
      pursuant to timely notice in writing to the Secretary of the corporation. To
      be
      timely, a stockholder’s notice shall be delivered to and received at the
      principal executive offices of the corporation (a) not less than 90 days nor
      more than 120 days in advance of a day corresponding to the date of mailing
      the
      corporation’s proxy statement in connection with the previous year’s annual
      meeting, or (b) if no annual meeting was held in the previous year or the date
      of
      the applicable annual meeting has been changed by more than 30 days from the
      date contemplated at the time of the previous year’s proxy statement, not later
      than the close of business on the 15 th day
      following the day on which notice of the date of the annual meeting was mailed
      or publicly disclosed, whichever occurs first. Such
      stockholder’s notice shall set forth (a) as to each person whom the stockholder
      proposes to nominate for election or re-election as a director, (i) the name,
      age, business address and residence address of such person, (ii) the principal
      occupation or employment of such person, (iii) the class and number of shares
      of
      the corporation which are beneficially owned by such person, and (iv) any other
      information relating to such person that is required to be disclosed in
      solicitations of proxies for elections of directors, or is otherwise required,
      in each case pursuant to Regulation 14A under the Securities Exchange Act of
      1934, as amended (including without limitation such persons’ written consent to
      being named in the proxy statement as nominee and to serve as a director if
      elected); and (b) as to the stockholder giving the notice, (i) name and address,
      as they appear on the corporation’s books, of such stockholder and (ii) the
      class or series and number of shares of the corporation which are beneficially
      owned by such stockholder. At the request of the Board of Directors, any person
      nominated by the Board of Directors for election as a director shall furnish
      to
      the Secretary of the corporation that information required to be set forth
      in a
      stockholder’s notice of nomination which pertains to the nominee.




No
      person
      shall be eligible for election as a director of the corporation unless nominated
      in accordance with the procedures set forth above in this Section 2.2. The
      Chairman of the meeting shall, if the facts warrant, determine and declare
      to
      the meeting that a nomination was not made in accordance with the procedures
      prescribed by these by-laws and shall be disregarded.




To
      the
      extent any of the provisions of this Section 2.2 are inconsistent with, and
      violate, the provisions of rules promulgated by the Securities and Exchange
      Commission regarding stockholder proposals, such rules shall be
      controlling.




Directors
      shall be elected as provided in the certificate of incorporation, each of whom
      shall hold office for the term specified in the certificate of incorporation
      or
      until his or her successor is elected and qualified.




Any
      director may resign at any time upon written notice to the
      corporation.




Any
      newly
      created directorship or any vacancy occurring in the Board of Directors for
      any
      reason may be filled by a majority of the remaining members of the Board of
      Directors, although such majority is less than a quorum, and each director
      so
      elected shall hold office until the expiration of the term of office of the
      director whom he or she has replaced or until his or her successor is elected
      and qualified.




Section
      2.3. *Regular
      Meetings.* Regular
      meetings of the Board of Directors may be held at such places within or without
      the State of Delaware and at such times as the Board of Directors may from
      time
      to time determine, and if so determined notices thereof need not be
      given.





Section
      2.4. *Special
      Meetings.* Special
      meetings of the Board of Directors may be held at any time or place within
      or
      without the State of Delaware whenever called by the Chairman of the Board,
      President, any Vice President, the Secretary, or by any two members of the
      Board
      of Directors. Notice of a special meeting of the Board of Directors shall be
      given by the person or persons calling the meeting at least twenty-four hours
      before the special meeting.




Section
      2.5. *Telephonic
      Meetings Permitted.* Members
      of the Board of Directors, or any committee designated by the Board of
      Directors, may participate in a meeting thereof by means of conference telephone
      or similar communications equipment by means of which all persons participating
      in the meeting can hear each other, and participation in a meeting pursuant
      to
      this by-law shall constitute presence in person at such meeting.




Section
      2.6. *Quorum;
      Vote Required for Action.* At
      all
      meetings of the Board of Directors a majority of the whole Board of Directors
      shall constitute a quorum for the transaction of business. Except in cases
      in
      which the certificate of incorporation or these by-laws otherwise provide,
      the
      vote of a majority of the directors present at a meeting at which a quorum
      is
      present shall be the act of the Board of Directors.




Section
      2.7. *Organization.* Meetings
      of the Board of Directors shall be presided over by the Chairman of the Board,
      or, in his or her absence by the Vice Chairman of the Board, if any, or in
      his
      or her absence by the President, or in their absence by a chairman chosen at
      the
      meeting. The Secretary shall act as secretary of the meeting but, in his
      absence, the chairman of the meeting may appoint any person to act as secretary
      of the meeting.




Section
      2.8. *Informal
      Action by Directors.* Unless
      otherwise restricted by the certificate of incorporation or these by-laws,
      any
      action required or permitted to be taken at any meeting of the Board of
      Directors, or of any committee thereof, may be taken without a meeting if all
      members of the Board of Directors or such committee, as the case may be, consent
      thereto in writing, and the writing or writings are filed with the minutes
      of
      proceedings of the Board of Directors or such committee.




*ARTICLE
      III*




*Committees*




Section
      3.1. *Committees.* The
      Board
      of Directors may, by resolution passed by a majority of the whole Board of
      Directors, designate one or more committees, each committee to consist of one
      or
      more of the directors of the corporation. The Board of Directors may designate
      one or more directors as alternate members of any committee, who may replace
      any
      absent or disqualified member at any meeting of the committee. In the absence
      or
      disqualification of a member of the committee, the member or members thereof
      present at any meeting and not disqualified from voting, whether or not he
      or
      they constitute a quorum, may unanimously appoint another member of the Board
      of
      Directors to act at the meeting in place of any such absent or disqualified
      member.





Any
      such
      committee, to the extent permitted by law and to the extent provided in the
      resolution of the Board of Directors, shall have and may exercise all the powers
      and authority of the Board of Directors in the management of the business and
      affairs of the corporation, and may authorize the seal of the corporation to
      be
      affixed to all papers which may require it.




Section
      3.2. *Committee
      Rules.* Unless
      the Board of Directors otherwise provides, each committee designated by the
      Board of Directors may make, alter and repeal rules for the conduct of its
      business. In the absence of such rules each committee shall conduct its business
      in the same manner as the Board of Directors conducts its business pursuant
      to
      Article II of these by-laws.




*ARTICLE
      IV*




*Officers*




Section
      4.1. *Executive
      Officers; Election; Term of Office; Resignation; Removal; Vacancies.* The
      Board
      of Directors shall elect a Chairman of the Board, a President, a Chief Financial
      Officer and a Secretary, and it may, if it so determines, choose a Vice Chairman
      of the Board from among its members. The Board of Directors may also choose
      one
      or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and
      one
      or more Assistant Treasurers. Any number of offices may be held by the same
      person.




Each
      such
      officer shall hold office until the first meeting of the Board of Directors
      after the annual meeting of stockholders next succeeding his election, and
      until
      his successor is elected and qualified or until his earlier resignation or
      removal.




Any
      officer may resign at any time upon written notice to the
      corporation.




The
      Board
      of Directors may remove any officer with or without cause at any time, but
      such
      removal shall be without prejudice to the contractual rights of such officer,
      if
      any, with the corporation.




Any
      vacancy occurring in any office of the corporation by death, resignation,
      removal or otherwise may be filled for the unexpired portion of the term by
      the
      Board of Directors at any regular or special meeting.




Section
      4.2. *Powers
      and Duties of Executive Officers.* The
      officers of the corporation shall have such powers and duties in the management
      of the corporation as may be prescribed in a resolution by the Board of
      Directors or any employment agreements approved by resolution of the Board
      of
      Directors and, to the extent not so provided, as generally pertain to their
      respective offices, subject to the control of the Board of Directors. The Board
      of Directors may require any officer, agent or employee to give security for
      the
      faithful performance of his duties.





*ARTICLE
      V*




*Stock*




Section
      5.1. *Certificates.* The
      shares of the corporation shall be represented by certificates, provided that
      the Board or Directors may provide by resolution or resolutions that some or
      all
      of any or all classes or series of its stock shall be uncertificated. Any such
      resolution shall not apply to shares represented by a certificate until such
      certificate is surrendered to the corporation. Notwithstanding the adoption
      of
      such a resolution by the Board, every holder of stock represented by
      certificates and, upon request, every holder of uncertificated shares shall
      be
      entitled to have a certificate signed by or in the name of the corporation
      by
      the Chairman of the Board or Vice Chairman of the Board, if any, or the
      President or a Vice President, and by the Treasurer or an Assistant Treasurer,
      or the Secretary or an Assistant Secretary, of the corporation certifying the
      number of shares owned by such stockholder in the corporation. Any of or all
      the
      signatures on the certificate may be a facsimile. In case any officer, transfer
      agent or registrar who has signed or whose facsimile signature has been placed
      upon a certificate shall have ceased to be such officer, transfer agent, or
      registrar before such certificate is issued, it may be issued by the corporation
      with the same effect as if he were such officer, transfer agent, or registrar
      at
      the date of issue.




Section
      5.2. *Lost
      Stolen or Destroyed Stock Certificates; Issuance of New Certificates.* The
      corporation may issue a new certificate of stock in the place of any certificate
      theretofore issued by it, alleged to have been lost, stolen or destroyed, and
      the corporation may require the owner of the lost, stolen or destroyed
      certificate, or such owner’s legal representative, to give the corporation a
      bond sufficient to indemnify it against any claim that may be made against
      it on
      account of the alleged loss, theft or destruction of any such certificate or
      the
      issuance of such new certificate.




*ARTICLE
      VI*




*Indemnification*




Section
      6.1. *Right
      to Indemnification.* The
      corporation shall, to the maximum extent and in the manner permitted by the
      General Corporation Law of the State of Delaware and the corporation’s
      certificate of incorporation indemnify and hold harmless any person against
      expenses (including attorneys’ fees), judgments, fines, and amounts paid in
      settlement actually and reasonably incurred in connection with any threatened,
      pending or completed action, suit, or proceeding in which such person was or
      is
      a party or is threatened to be made a party by reason of the fact that such
      person is or was a director, officer, employee or agent of the
      corporation.




The
      Board
      of Directors is expressly authorized to enter into indemnification agreements,
      with such persons as the Board of Directors deems appropriate, to effectuate
      the
      rights set forth in this Article VI and in the corporation’s certificate of
      incorporation.




*ARTICLE
      VII*




*Miscellaneous*




Section
      7.1. *Fiscal
      Year.* The
      fiscal year of the corporation shall be determined by resolution of the Board
      of
      Directors.





Section
      7.2. *Seal.* The
      corporate seal shall have the name of the corporation inscribed thereon and
      shall be in such form as may be approved from time to time by the Board of
      Directors.





Section
      7.3. *Waiver
      of Notice of Meetings of Stockholders, Directors and Committees.* Any
      written waiver of notice, signed by the person entitled to notice, whether
      before or after the time stated therein, shall be deemed equivalent to notice.
      Attendance of a person at a meeting shall constitute a waiver of notice of
      such
      meeting, except when the person attends a meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened. Neither the business
      to
      be transacted at nor the purpose of any regular or special meeting of the
      stockholders, directors, or members of a committee of directors need be
      specified in any written waiver of notice.




Section
      7.4. *Interested
      Directors; Quorum.* No
      contract or transaction between the corporation and one or more of its directors
      or officers, or between the corporation and any other corporation, partnership,
      association, or other organization in which one or more of its directors or
      officers are directors or officers, or have a financial interest, shall be
      void
      or voidable solely for this reason, or solely because the director or officer
      is
      present at or participates in the meeting of the Board of Directors or committee
      thereof which authorizes the contract or transaction, or solely because his
      or
      their votes are counted for such purpose, if: (1) the material facts as to
      his
      relationship or interest and as to the contract or transaction are disclosed
      or
      are known to the Board of Directors or the committee, and the Board of Directors
      or committee in good faith authorizes the contract or transaction by the
      affirmative votes of a majority of the disinterested directors, even though
      the
      disinterested directors be less than a quorum; or (2) the material facts as
      to
      his relationship or interest and as to the contract or transaction are disclosed
      or are known to the stockholders entitled to vote thereon, and the contract
      or
      transaction is specifically approved in good faith by vote of the stockholders;
      or (3) the contract or transaction is fair as to the corporation as of the
      time
      it is authorized, approved or ratified, by the Board of Directors, a committee
      thereof, or the stockholders. Common or interested directors may be counted
      in
      determining the presence of a quorum at a meeting of the Board of Directors
      or
      of a committee which authorizes the contract or transaction.




Section
      7.5. *Form
      of Records.* Any
      records maintained by the corporation in the regular course of its business,
      including its stock ledger, books of account, and minute books, may be kept
      on,
      or be in the form of, punch cards, magnetic tape, photographs, microphotographs,
      or any other information storage device, provided that the records so kept
      can
      be converted into clearly legible form within a reasonable time.




Section
      7.6. *Amendment
      of By-Laws.* These
      by-laws may be altered or repealed, and new by-laws made, by a vote of the
      directors constituting at least 75% of the entire Board of
      Directors.